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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13e-1 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMERCIAL INTERTECH CORP.
(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
201709 10 2
(CUSIP Number of Class of Securities)
GILBERT M. MANCHESTER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
COMMERCIAL INTERTECH CORP.
1775 LOGAN AVENUE
YOUNGSTOWN, OHIO 44501
(330) 746-8011
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
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Herbert S. Wander, Esq. Stuart Z. Katz, Esq. Leigh B. Trevor, Esq.
Katten Muchin & Zavis Fried, Frank, Harris, Shriver & Jacobson Jones, Day, Reavis & Pogue
525 West Monroe Street, Suite 1600 One New York Plaza 901 Lakeside
Chicago, Illinois 60661-3693 New York, New York 10004 Cleveland, Ohio 44114
(312) 902-5200 (212) 859-8000 (216) 586-3939
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CALCULATION OF FILING FEE
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AMOUNT OF
TRANSACTION VALUATION FILING FEE
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$69,687,500(1) $13,937.50(2)
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(1) As purchases will be open market or privately negotiated trades, pursuant
to Rule 0-11(a)(4), the purchase price is the average of the high and low
prices reported on the consolidated reporting system as of July 11, 1996
(($28.875 + $26.875)/2 =$27.875 per share). The transaction valuation is
calculated as follows: $27.875 per share x 2,500,000 shares to be
purchased.
(2) Pursuant to Rule 0-11(b), the fee is 1/50 of 1% of the value of the
securities proposed to be acquired by the issuer.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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(1) This Rule 13e-1 Transaction Statement relates to the proposed
purchase (the "13e-1 Purchases") by Commercial Intertech Corp., an Ohio
corporation (the "Company"), of Common Shares, $1.00 par value, of the
Company (the "Shares"), during the pendency of the tender offer by Opus
Acquisition Corporation, a Delaware corporation ("OAC") and an indirect
wholly owned subsidiary of United Dominion Industries, Ltd., a Canadian
corporation ("United Dominion"), for all outstanding Shares at $27.00 per
Share (the "Offer").
Such purchases may be effected by open market and privately negotiated
transactions. Any market purchase transactions will be effected on the New
York Stock Exchange, Inc. The maximum number of Shares which may be
purchased by the Company will not exceed 2,500,000 Shares in the aggregate.
However, there can be no assurance that, if any such purchases are made,
all such purchases will be made. In addition, until the refinancing
facility described below (or other financing) is entered into, the maximum
dollar amount of borrowed funds available for the acquisition by the
Company of its capital stock will be $55,000,000.
(2) The 13e-1 Purchases are being made in view of the belief of the
Company's Board of Directors that the 13e-1 Purchases will provide
investors who desire to obtain liquidity for their investment in the
Company with an opportunity to sell all or a portion of their investment in
the Company; these shareholders may be more likely to support actions that
would make it more difficult for the Company to resist an inadequate bid,
which in the view of the Board of Directors would not be in the best
interests of the Company, its shareholders and its other constituencies;
accordingly, the 13e-1 Purchases may stabilize the Company's base of long-
term shareholders and may give long-term shareholders who desire to
participate in the benefits of the Company's planned spin-off of its Cuno,
Incorporated fluid filtration and purification subsidiary ("Cuno") and the
future growth of the Company and Cuno a greater opportunity to do so. The
Board of Directors also considered the fact that the 13e-1 Purchases are
expected to be accretive to the Company's earnings per Share.
Shares acquired pursuant to Rule 13e-1 Purchases will be restored to
the status of authorized but unissued Shares.
(3) Based on the closing price of the Shares of $28.875 on July 11,
1996, the Company would require funds of up to approximately $72,000,000 in
connection with the 13e-1 Purchases.
To finance the 13e-1 Purchases, the Company has executed a bridge
credit agreement (the "Bridge Agreement") with Mellon Bank, N.A.
("Mellon"), providing for an unsecured revolving bridge facility of up to
$60,000,000, of which $55,000,000 can be used to repurchase Shares (the
"Bridge Facility"). The Bridge Facility provides, among
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other things, for the payment of a commitment fee not to exceed .50% per
annum on the unused amount of the Bridge Facility, payable on August 12,
1996, the maturity date of the Bridge Facility. The interest rate on the
Bridge Facility shall be the "Base Rate" plus .25%. The "Base Rate" shall
not exceed the higher of (i) Mellon's prime commercial lending rate and
(ii) the Federal Funds Rate, as published by the Federal Reserve Bank of
New York, plus .50%.
In addition, the Company has signed a commitment letter with Mellon
for a credit facility of up to $190,000,000 (the "Refinancing Facility"),
subject to customary conditions, to refinance the Bridge Facility and other
outstanding indebtedness and for general corporate purposes. This facility
consists of a $50,000,000 revolving credit facility and $140,000,000 term
loan facility. This secured facility will mature at the end of January
1998. At the Company's option, the interest rate will be (i) LIBOR plus
3.0% to 5.0%, or (ii) the higher of (a) Mellon's prime commercial lending
rate or (b) the Federal Funds Rate, in each case plus .25% to 2.25%. The
balance of any necessary funds to purchase Shares may be drawn down under
the Refinancing Facility.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
COMMERCIAL INTERTECH CORP.
By: /s/ Gilbert M. Manchester
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Name: Gilbert M. Manchester
Title: Vice President and General
Counsel
Dated: July 12, 1996
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